Merger: Holcim Offers 9 New Shares for 10 Lafarge’s

By Peter OBIORA InvestAdvocate

Lagos (INVESTADVOCATE)- Holcim Ltd, one of the world’s leading suppliers of cement and aggregates said on Wednesday its offering  nine (9) registered bearing current dividend rights, for every ten (10) Lafarge Shares, bearing current dividend rights, according to the cement maker on the filing of a draft public exchange offer and the related draft offer document.

“No fractional Holcim Shares may be issued in connection with the Offer. As a consequence, Holcim will not deliver fractional shares to the Lafarge shareholders, a statement from Holcim said.

According to the company, the Lafarge shareholders who tendered to the Offer (or the Re-opened Offer as the case may be) a number of Lafarge Shares which does not entitle them to a whole number of Holcim Shares will be considered as having expressly agreed to participate in the mechanism to resell fractional Holcim Shares described in the Draft Offer Document for the fractional Holcim Shares to which they are entitled.

The statement affirmed that Holcim and Lafarge agreed that a post-closing exceptional scrip dividend shall be paid after the closing of the Re-opened Offer in respect of all LafargeHolcim shares outstanding, including newly issued Holcim shares exchanged for Lafarge Shares tendered to the Offer.

“Such scrip dividend shall be in the ratio of one (1) new LafargeHolcim share for twenty (20) existing LafargeHolcim shares, subject to the successful closing of the Offer,” the statement aaded.

Prior to the opening of the offer acceptance period, the Autorité des marchés financiers (AMF) and Euronext Paris will respectively publish a notice announcing the opening of the Offer and the timetable (avis d’ouverture et de calendrier) and a notice announcing the terms and timetable of the Offer.

The Offer shall be open during twenty-five (25) trading days and will be centralised by Euronext Paris. The tentative timetable shows that on May 11, 2015, Holcim and Lafarge will file their draft offer and response documents with AMF respectively.

The statement further affirmed, the Offer is made for all existing and outstanding shares of Lafarge, i.e., to Holcim’s knowledge, 287,932,312 shares as of the date of the Draft Offer Document, including all outstanding shares of Lafarge issued pursuant to performance share plans and still in the holding period, i.e. 277,902 shares as of the date of the Draft Offer

“Document, being specified that any outstanding holding period at the date of the exchange would apply to the Holcim shares received in exchange,” the statement affirmed.

 

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